Singapore conglomerate Fraser and Neave (F&N) today called an extraordinary general meeting for later this month to approve Dutch giant Heineken’s offer to take over its brewing business.

Heineken has offered S$ 5.6 billion ($4.5 billion) for F&N’s stake in Asia Pacific Breweries (APB), the makers of Tiger Beer and other popular brands in Asia’s rapidly growing alcoholic beverages market.

F&N’s board has recommended acceptance of the offer, which requires a simple majority of shares, and have asked shareholders to vote on September 28, a statement said.

If the Heineken offer is passed, shareholders will vote separately on a proposed cash distribution of S$ 4 billion through a capital reduction in which one out of every three F&N shares will be cancelled for a payout of Sg 8.50 each. The move requires 75 per cent approval.

Heineken already owns 42 per cent of APB and is seeking full control by buying over long—time partner F&N’s direct and indirect stake of 40 per cent.

The Dutch brewer was forced to raise its bid to S$ 5.6 billion from 5.1 billion to fend off a rival party headed by Thai beverage billionaire Charoen Sirivadhanabhakdi.

Charoen’s Thai Beverage is a key shareholder in F&N, along with Japanese brewer Kirin Holdings.

“Heineken’s improved offer represents the best opportunity for the group to immediately realise the value of our interests,” F&N chairman Lee Hsien Yang said in the company statement.

Lee added that the proposed distribution of 84 per cent of the proceeds “is a win-win” because it would lead to “a more efficient capital structure” while distributing the gains from the sale.

The balance of the proceeds from Heineken would be used to pay off debt and strengthen the balance sheet of the group.

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